THIS ONLINE TICKETING SERVICES AGREEMENT ("Agreement") is made between CAPSICORP CONSULTING SERVICES, a partnership firm duly organised and existing under the Indian laws, with a principal place of business at AP-816, Second Floor, 1st Street, 11th Main Road, Anna Nagar, Chennai – 600040 ("Company," "Orderplz," "We," "Us," or "Our" ), and you, a person/organization/or other entity (a "Client," or "You" or "Your") . Orderplz (or “Orderplz.com”) is in the business of providing reservations, tickets, memberships, admissions, and/or confirmations that allow the ticket holder or purchaser (each, a "Patron") attendance at, access to, or participation in, events, venues and other activities (each, an "Event"). You, as an Event organizer, are authorized to provide access to such Events.
i) Orderplz has developed an information publishing portal at www.orderplz.com (the “Website”) providing information on hotels, restaurants, food business entities (collectively known as “Clients”) and offering other services such as home delivery, online payment gateway, virtual booking platform, coupon generation and distribution, etc. to prospective buyers visiting the Website for and on behalf of hotels, restaurants, and food business entities in various cities across India that operates under the name Orderplz.com (“Orderplz”) and is a division of Capsicorp Consulting Services (“CCS”).
ii) The Client has come forward and agreed to use certain online services provided through www.orderplz.com.
Unless inconsistent with the context the following expressions have the following meanings:
i) “Orderplz” – trading name and product of the Company that integrates even promotion and integrated online ticket sales hosted at www.orderplz.com.
ii) “Client” – The organisation/ person on whose behalf Orderplz is selling tickets.
iii) “Buyer” – The purchaser of a ticket or tickets for an Event and includes the end consumer of tickets/ Event attendee.
iv) “Event” – An event hosted by the Client in respect of which tickets are sold by Orderplz on behalf of the Client and includes a run of Events where there is more than one Event.
v) “Convenience Fee” means an additional charge for a service for which there is already a basic fee;
vi) “Service Charge” means an additional charge of 12.36% on convenience fee;
vii) “Payment Gateway” means a third-party e-commerce application service provider service that authorizes credit card payments for e-businesses, online retailers, bricks and clicks, or traditional brick and mortar.
viii) “Payment Gateway Service Provider” means a third-party service provider who is engaged by the Company for payment gateway services.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
1. ORDERPLZ’S OBLIGATIONS
Orderplz shall provide the following services ("Services") under this Agreement: (i) display and list Your Event on Orderplz's website, located at the following world wide web address: http://www.Orderplz.com; (ii) accept and process on-line orders for tickets to Your Event and, process all credit card and other payments to said Event on Your behalf; and (iii) provide an accounting to You of Our fees and charges for each ticket sold by Us periodically within a reasonable time period. Payments are processed through the payment gateway made available by Orderplz on its website at www.orderplz.com. For more information, please see http://www.Orderplz.com.
2. FEES, CHARGES, AND PAYMENT METHODS
Orderplz uses Payment Gateway for the collection of event registration fees. Orderplz charges a per ticket fee for Our Services. Orderplz charges a payment processing fee of 15% (“Convenience Fee”) and a service tax of 12.36% on the Convenience Fee and, if applicable, an additional refund processing fee for ticket sales and refunds of 10%, respectively, processed by Us through the Gateway, as more fully described in Section 2.3 below (collectively, "Fees"). All Fees and any other monies contemplated by this Agreement are payable in Indian Rupees, or in any foreign currency accepted by Orderplz for Events in another country or jurisdiction, as shown on our Site or communicated to you.
2.2 Independent Relationship
Although Orderplz and Your Patrons directly effect the applicable monetary payment transaction through the Payment Gateway, Orderplz is not affiliated with, does not endorse or recommend, and has no agency or employment relationship with any Payment Gateway Service Provider. Orderplz has no responsibility for or control over, and hereby disclaims all liability arising from or relating in any way to, the acts or omissions of any Payment Gateway Service Provider including, without limitation, any fraud or other losses or any unauthorized loss, destruction, use, disclosure or alteration of Your or Your Patron's data that may occur in connection with the use of the Payment Gateway. You understand and acknowledge that any such Payment Gateway may experience errors and interruption and may not be totally secure, and that Your use of the Payment Gateway is entirely at Your own risk.
2.3 Gateway; Payment Process
For the collection of event registration fees, payment processing occurs directly by Orderplz, and Clients are assessed a processing fee equal to 15% of the discounted face value of the tickets. (i) Orderplz will collect all event registration fees on behalf of You from the Patron and deduct all applicable Fees from the event registration fees passed along to You; (ii) Orderplz will make all payments to You (event registration fees minus applicable Fees due to Orderplz, including any prior balance due to Orderplz for any reason) either via cheque delivered by Registered Post or Reputed Courier at the address that You provided at the time of signing this agreement or through online transfer, NEFT or RTGS directly to your bank account within seven (7) working days from the date of receipt of payment. You represent, warrant and covenant that the mailing address and/or checking account information provided to Us is accurate and You will update this information as necessary to maintain its accuracy; and (iii) Orderplz will use commercially reasonable efforts to submit payment for the balance due to You within seven (7) business days from receipt of payment for the Event to which the registration fees correspond, provided that Orderplz reserves the right to withhold funds at any time as Orderplz in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies.
It is Your responsibility to communicate Your Refund Policy if any to Orderplz at the time of signing this agreement and in the absence of such refund policy, you agree to be bound by Orderplz Refund Policy. In the event of canceled or postponed Events, Your refund policy is superseded by Orderplz's refund policy as described in Subsection (2.3)(A)(ii) below. Client shall ensure that its refund policy is consistent with the terms of this Agreement, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the Client and the Patron, and Orderplz will not be liable for any decision to issue or not issue refunds in the course of the use of the Full Service option.
ORDERPLZ DOES NOT PROVIDE REFUNDS OF ANY ORDERPLZ FEES. IF YOU WANT TO ISSUE A REFUND FOR ORDERPLZ FEES TO PATRONS, OF IF YOU ARE REQUIRED TO ISSUE A REFUND FOR ORDERPLZ FEES PURSUANT TO SUBSECTION (2.4)(ii) BELOW, IT IS YOUR SOLE RESPONSIBILITY TO ISSUE A PAYMENT DIRECTLY TO YOUR PATRONS IF YOU HAVE ALREADY RECEIVED PAYMENT FROM ORDERPLZ OR SUBMIT PAYMENT FOR SUCH FEES TO ORDERPLZ PRIOR TO ORDERPLZ REFUNDING THE FEES. ORDERPLZ ALSO CHARGES A REFUND FEE FOR REFUNDS PROCESSED THROUGH OUR GATEWAY, EQUAL TO 10% OF THE DISCOUNTED FACE VALUE OF THE TICKETS.
(i) Individual Refunds. If a Patron desires to request a refund, the Patron must request the refund from the Orderplz and such request will be forwarded to the Client. If the Client desires to fulfill the request, Client can contact Orderplz to process the refund. Orderplz will use commercially reasonable efforts to process refunds issued and requested to be issued by the Client in a timely manner after the Client authorizes the issuance of the refunds. Orderplz has no responsibility to provide individual refunds which have not been authorized by the Client in accordance with this provision. In addition, Orderplz will NOT issue any refund to a Patron unless and until sufficient funds for the refund have been received from the Client.
(ii) Canceled or Rescheduled Events. No payments shall be made to a Client from Orderplz with respect to any Event that is cancelled (or for which the Client otherwise authorizes a refund). If an Event is canceled, a refund shall be issued to Patrons. Client will be sent an invoice for all Fees due to Orderplz for such Event. Upon payment of all such Fees, Orderplz will issue a full refund to Patrons. If Client fails to submit payment to Orderplz for its Fees in a timely manner, Orderplz will process refunds for the canceled Event less all applicable Fees and Client shall thereafter be required to refund the Fees directly to Patrons and Orderplz shall have no further liability or obligation. If an event is rescheduled, Orderplz will use its sole discretion to determine whether it is considered a cancellation and therefore subject to the refund policy described in this section.
(iii) Notwithstanding the foregoing, You acknowledge and agree that, to protect its reputation and the integrity of the Site, Orderplz shall have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets at any time for any reason or no reason, including without limitation if Orderplz receives complaints from a substantial number (as determined by Orderplz in its sole discretion) of Patrons with respect to an Client or the applicable Event, or Orderplz determines in its sole discretion that the Client has engaged in any fraudulent activity or made any misrepresentations. Orderplz shall have no liability whatsoever to a Client in connection with or arising from any such decision to force or provide refunds.
(iv) NO REFUNDS. NOTWITHSTANDING THE FOREGOING, ORDERPLZ SHALL NOT ENTERTAIN ANY REFUND REQUESTS WHATSOEVER FROM ANY PATRONS I) IF A TICKET IS BOOKED WITHIN 72 HOURS FROM THE COMMENCEMENT OF EVENT II) IF THE REQUEST IS RECEIVED BEYOND 72 HOURS FROM THE COMMENCEMENT OF EVENT, OR FROM THE CLIENT AFTER 72 HOURS AFTER THE EVENT. ORDERPLZ SHALL ALSO MAKE THIS INFORMATION AVAILABLE ON ITS WEBSITE TO EDUCATE VISITORS, PATRONS ABOUT ITS REFUND POLICY.
(B) CREDIT CARD CHARGEBACKS
Any credit card chargebacks initiated by a Patron for any reason with respect to an Event shall be charged back to the Client. Orderplz in its sole discretion shall either (i) deduct these costs from such Client's outstanding balance, whether for that particular Event or for any other Event that such Client lists through the Services; or (ii) send an invoice to such Client for such costs if no balance exists. If payment for such invoice is not received by Orderplz within seven (7) days after the invoice date, Orderplz reserves the right, at Orderplz's sole discretion, to terminate such Client's agreement for the Services and to cancel all other Events listed by such Client as provided herein. Orderplz shall have no liability whatsoever for any damages, claims or losses incurred by a Client in connection with any such termination or cancellation. All communications and disputes regarding chargebacks are between the Client and Patron, and Orderplz will not be responsible or liable in any way for chargebacks issued.
Upon receipt of a credit card authorization from each individual ticket purchaser, Orderplz generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by Orderplz through the Services (and not returned or voided), and it is your responsibility to verify the applicable Patron's membership status, confirmation number and/or any Event restrictions prior to the subject Event. If We learn that You are not honoring Our ticketing commitments, we reserve the right, in our sole discretion, to terminate this agreement for our Services without liability or further obligation.
2.4 Collection Costs
In the event that You do not pay to Orderplz upon request any amount required to paid by You under this Agreement, Orderplz shall be entitled to recover from You, in addition to any amounts otherwise owing, its reasonable costs of collection, including, without limitation, collection agency fees, reasonable advocate's fees, and legal costs.
3. TAXES; WITHHOLDING
i) You are responsible for (and will indemnify and hold harmless Orderplz against) all taxes or other governmental charges associated with Your Event or Your sale of tickets through the Services (excepting taxes based on Orderplz's net income). It is Your responsibility to know if any applicable laws apply to You and to adjust the ticket price accordingly to account for Your payment of these taxes.
ii) Orderplz will charge Patron 12.35% towards Service Tax on convenience fee.
iii) In addition to 12.35% Service Tax on the convenience fee, If Orderplz determines that is required to collect or pay any such taxes or other charges, it may deduct such amounts from any balance payable to You under this Agreement or else invoice You for such taxes or other charges. Orderplz reserves the right to withhold the payment of any amounts owed to You hereunder if Orderplz suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or the TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Orderplz).
4. EVENT RESTRICTIONS
When submitting Your Event to Orderplz to be listed on Our service, it is Your responsibility to provide to Us any event restrictions associated with said Event. Any Event that requires a restriction for admission, including, but not limited to, age, school or organizational affiliation, or other characteristics or requirements, must be clearly stated by You upon submission to Us. It is Your responsibility to ensure that said restriction is lawful and does not violate any federal, state, or local laws, or any applicable foreign laws, prior to submitting the Event to Us. It is also Your responsibility to verify that all customers can be admitted to Your Event.
You understand and agree that the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which We may undertake from time-to-time; or (iii) causes beyond Our reasonable control or which are not reasonably foreseeable by Us, such acts of government or the malicious or criminal acts of third parties.
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant the following: (i) You are a producer, promoter, presenter, or manager of the Event; (ii) You have the authority and right to offer, sell, and honor the tickets to the Event sold on Our website; (iii) the Event itself and any material or content provided by You to Us for use on Our website is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Event and the sale of tickets to the Event does not constitute a violation of any federal, state, and/or local law.
7. MISREPRESENTATION OF EVENT
The Event must be accurately and truthfully described when a Client submits the Event listing to Orderplz to be posted on the Site. If We discover and determine, in Our sole discretion, that You misrepresented the Event, We will cancel the Event and may issue a refund to ticket purchasers (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your account will be terminated and any other Events submitted by You will be cancelled pursuant to this Agreement and Orderplz reserves the right to take other actions or pursue additional remedies as permitted by law.
8. TECHNICAL SUPPORT
Orderplz will provide technical and other customer support to Client by which You can obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Site and or in receiving booking list, payment reports, etc. We attempt to provide such support in a timely manner, but make no guarantees that We will respond to Your inquiry by a particular time.
9. CONFIDENTIALITY AND NON-DISCLOSURE
You understand and acknowledge that Orderplz is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the services which We perform involve the furnishing of Confidential Information to You including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of Orderplz depend, in part, upon You keeping such Confidential Information confidential. You agree to use Your best efforts to protect Our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of Us, You agree that You shall not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by Us. If You are requested or required to disclose Confidential Information pursuant to legal proceedings, You shall promptly notify Us so that We may prepare a response to said legal proceedings and You shall cooperate with Our efforts to obtain a suitable protective order.
You agree that You shall not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of Our customers (including any Patron or Client you interact with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying Our customers' relationship with Us.
11. PROMOTION OF EVENT
Client shall use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns, which state that tickets to Your Event shall be available for sale at the Orderplz website.
i) Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (7) calendar days notice to the other through email and/or through post to its service address through Registered Post or Reputed Courier.
ii) If You terminate this Agreement after you have submitted your Event to us, Your Event shall be cancelled as provided in this Agreement.
13. INTELLECTUAL PROPERTY RIGHTS
You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organizational name, logos and trademarks (and to authorize our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including print and Internet), whether now or hereafter existing, for the purpose of referring to you as a Orderplz customer and/or describing our services for you.
14. FORCE MAJEURE
Orderplz will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond its control.
15. PROPRIETARY RIGHTS
Orderplz will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. The name “Orderplz”, domain “orderplz.com” and or logo shall be exclusive to the Capsicorp Consulting Services. The Client after the term of this agreement shall as soon as reasonably practical remove the name “Orderplz” from its marketing literature, unless otherwise agreed under a separate agreement. The Client shall have limited license to use the name and logo of Orderplz™ only during the term of this agreement for advertising and marketing activities with the consent of the Company.
The Client is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable legal fees and costs.
Any dispute arising out of this agreement shall be first referred to an arbitrator appointed by either party under the Arbitration and Reconciliation Act of 1996. The decision of a single arbitrator whose appointment is to be agreed by both parties. The parties agree to be bound by the decision of the Arbitrator.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and interpreted in accordance with laws of Tamil Nadu and only the courts in Chennai shall have jurisdiction.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. It supercedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both of the companies.
All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by registered post with acknowledgement due or by reputable courier service.